Simple General Partnership Agreement Template for Germany

The Simple General Partnership Agreement (Gesellschaft bürgerlichen Rechts - GbR) is a foundational document used in Germany when two or more parties wish to form a basic partnership structure under the German Civil Code (BGB). This type of agreement is particularly suitable for professional practitioners, small business owners, and individuals engaging in joint business ventures who seek a straightforward partnership structure without the more complex requirements of commercial partnerships (OHG) or limited partnerships (KG). The document establishes the framework for partner relationships, business operations, profit sharing, and management responsibilities while ensuring compliance with German partnership law. It is commonly used for professional services, real estate investments, consulting practices, and creative collaborations where partners want to maintain direct control over their business while sharing resources and responsibilities.

1. Parties: Identification and details of all founding partners

2. Background: Context of the partnership formation and partners' intentions

3. Definitions: Key terms used throughout the agreement

4. Formation and Name: Declaration of partnership formation, partnership name, and commencement date

5. Purpose and Business: Detailed description of partnership's business activities and objectives

6. Capital Contributions: Initial capital contributions of each partner, including monetary and non-monetary assets

7. Partnership Shares: Distribution of ownership interests among partners

8. Management and Decision Making: Management structure, voting rights, and decision-making processes

9. Profit and Loss Distribution: Method of calculating and distributing profits and losses

10. Banking and Financial Matters: Banking arrangements, accounting practices, and financial management

11. Partner Duties and Obligations: Rights, responsibilities, and obligations of partners

12. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information

13. Addition and Withdrawal of Partners: Procedures for admitting new partners and handling partner withdrawals

14. Termination and Dissolution: Circumstances and procedures for partnership termination and asset distribution

15. Governing Law: Confirmation of German law application and jurisdiction